Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2014

GenCorp Inc.

(Exact name of registrant as specified in its charter)

Ohio

1-01520

34-0244000

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2001 Aerojet Road, Rancho Cordova, California

95742

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: xxx

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

GenCorp Inc. (the “Company”) held its 2014 annual meeting of shareholders (the “Annual Meeting”) on March 20, 2014 at Omni Berkshire Place, 21 East 52nd Street, New York, New York. At the Annual Meeting, the Company’s shareholders were asked to vote upon:

1.

The election of eight directors to the Company’s Board of Directors to serve until the 2015 annual meeting of shareholders. The nominees for election were Thomas A. Corcoran, James R. Henderson, Warren G. Lichtenstein, David A. Lorber, Merrill A. McPeak, James H. Perry, Scott J. Seymour and Martin Turchin;

2.

The reincorporation of the Company from the State of Ohio to the State of Delaware;

3.

An advisory vote to approve a resolution to approve executive compensation; and

4.

The ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, as independent auditors of the Company for the fiscal year ending November 30, 2014.

The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 55,392,504 shares of the 61,288,298 shares of the Company’s common stock entitled to vote, were as follows:

1.

The election of each of Messrs. Corcoran, Henderson, Lichtenstein, Lorber, McPeak, Perry, Seymour and Turchin as directors of the Company to serve until the 2015 annual meeting of shareholders, and until his successor is elected and qualified, was approved as follows:

For

Withheld

Broker Non-Votes

Thomas A. Corcoran

49,450,051

1,283,120

5,199,333

James R. Henderson

49,376,935

1,356,236

5,199,333

Warren G. Lichtenstein

48,603,512

2,129,659

5,199,333

David A. Lorber

49,545,856

1,187,315

5,199,333

Merrill A. McPeak

47,881,243

2,851,928

5,199,333

James H. Perry

49,472,997

1,260,174

5,199,333

Scott J. Seymour

49,513,403

1,219,768

5,199,333

Martin Turchin

49,427,886

1,305,285

5,199,333

2.

The shareholders approved the reincorporation of the Company from the State of Ohio to the State of Delaware. The voting results were as follows:

For

Against

Withheld

Broker Non-Votes

48,568,965

2,103,139

61,067

5,199,333

3.

The shareholders approved an advisory resolution on executive compensation. The voting results were as follows:

For

Against

Withheld

Broker Non-Votes

40,685,579

1,458,472

8,589,120

5,199,333

4.

The shareholders ratified the appointment of PwC as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2014. The voting results were as follows:

For

Against

Withheld

Broker Non-Votes

55,162,135

271,847

498,522

0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.